Vancouver, B.C. and Boston, MA, February 22, 2017 – Imagin Medical (CSE: IME) (OTC PINK: IMEXF) (Frankfurt/Stuttgart Stock Exchanges: DPD2) (the “Company”) announced today that it has executed a non-binding term sheet with an institutional investor wishing to invest up to $8M CDN into the Company. The understanding provides for a series of private placement offerings (the “Offerings”) to be conducted between the Company and Alumina Partners (Ontario) Ltd. (“Alumina Partners”), a subsidiary of New York’s Alumina Partners LLC, over the course of 24 months.
Upon entry into the definitive agreement, the first tranche will close in the amount of $125,000 CDN, with subsequent tranches of up to $1M CDN available to be drawn down at the Company’s election. Each offering will be comprised of Unsecured Convertible Notes (the “Notes”) and Common Share Purchase Warrants, with all securities issued in connection with each offering bearing a restrictive legend for four months and a day from the date of issue.
“We were impressed by the quality and pace of the ongoing clinical research supporting Imagin’s i/Blue system and, unusual for the emerging growth space, by its lofty academic pedigree as well. Jim Hutchens and his team of industry veterans are poised to substantially change the way we approach bladder cancer – the fourth most common cancer among men and by far the most expensive to treat,” explained Adi Nahmani, Managing Member of Alumina Partners. “For a company of their size to credibly even have a chance of contributing to the fight against cancer is nothing short of extraordinary. We at Alumina are proud to support innovators like Imagin Medical, and we look forward to seeing what they accomplish in the year to come.”
“We are excited to enter into a partnership with Alumina. The proceeds of these investments will allow Imagin to maintain our focus on successfully completing our first clinical trials, meeting regulatory approvals and driving the i/Blue system to commercialization,” commented Jim Hutchens, Imagin Medical’s President and CEO.
The Notes will have a maturity one (1) year from their date of issue and will bear simple interest of 12% per annum. Immediately upon issuance and at any time thereafter, each Note may be converted into common shares of the Company at a {00686991;1}
conversion price equal to a 22% discount to the five (5) day Volume Weighted Average Price (VWAP) of the common shares on the conversion date. Each Common Share Purchase Warrant issued in connection with the offerings may be exercised beginning at a premium of 50% above the issue price.
In connection with the offerings, Imagin Medical will issue restricted common shares with value of up to 3% of the total committed capital. A minority portion of these commitment shares will be paid at the first tranche closing and the remainder will be payable in proportionate increments upon subsequent tranche closings.
Closing of the Offering is subject to the receipt of applicable regulatory approvals including approval of the CSE. The securities issued will be subject to a hold period.
About Imagin Medical
Imagin Medical is developing imaging solutions for the early detection of cancer through the use of endoscopes. The Company believes it will radically improve the way physicians detect cancer. Imagin’s initial target market is bladder cancer, a major cancer worldwide, the sixth most prevalent in the U.S., and the most costly cancer to treat due to a greater than 50% recurrence rate. Developed at the Lawrence Livermore National Laboratory, this advanced, ultrasensitive imaging technology is based upon improved optical designs and advanced light sensors. Learn more at www.imagindev.wpengine.com.
ON BEHALF OF THE BOARD:
Jim Hutchens,
President & CEO
For further information, contact:
Bill Galine, Investor Relations
Telephone: (775) 737-3292
Email: [email protected]
Information set forth in this news release contains forward-looking statements. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. The Company cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information. The CSE has neither approved nor disapproved the information contained herein and does not accept responsibility for the adequacy or accuracy of this news release.
